Considering that international trade is an important factor in the
promotion of friendly relations amongst States,

Believing that the adoption of uniform rules governing the
limitation period in the international sale of goods would
facilitate the development of world trade,

Considering that the Convention on the Limitation Period in the
International Sale of Goods, concluded at New York on 14 June 1974
(the 1974 Limitation Convention), to conform to the United Nations
Convention on Contracts for the International Sale of Goods,
concluded at Vienna on 11 April 1980 (the 1980 Sales Convention),
would promote the adoption of the uniform rules governing the
limitation period contained in the 1974 Limitation Convention.

1 . This Convention shall determine when claims of a buyer and a
seller against each other arising from a contract of international
sale of goods or relating to its breach, termination or invalidity
can no longer be exercised by reason of the expiration of a period
of time. Such period of time is hereinafter referred to as "the
limitation period".

2 . This Convention shall not affect a particular time-limit within
which one party is required, as a condition for the acquisition or
exercise of his claim, to give notice to the other party or perform
any act other than the institution of legal proceedings.

3 . In this Convention:

(a) "buyer", "seller" and "party"
mean persons who buy or sell, or agree to buy or sell, goods, and
the successors to and assigns of their rights or obligations under
the contract of sale;

(b) "creditor" means a party who asserts a claim, whether
or not such a claim is for a sum of money;

(c) "debtor" means a party against whom a creditor
asserts a claim.

(d) "breach of contract" means the failure of a party to
perform the contract or any performance not in conformity with the
contract;

(f) "person" includes corporation, company, partnership,
association or entity, whether private or public, which can sue or
be sued;

(g) "writing" includes telegram and telex;

(h) "year" means a year according to the Gregorian
calendar.

Article 2

For the purposes of this Convention:

(a) a contract of sale of goods shall be considered international
if, at the time of the conclusion of the contract, the buyer and
the seller have their places of business in different States;

(b) the fact that the parties have their places of business in
different States shall be disregarded whenever this fact does not
appear either from the contract or from any dealings between, or
from information disclosed by, the parties at any time before or at
the conclusion of the contract;

(c) where a party to a contract of sale of goods has places of
business in more than one State, the place of business shall be
that which has the closest relationship to the contract and its
performance, having regard to the circumstances known to or
contemplated by the parties at the time of the conclusion of the
contract;

(d) where a party does not have a place of business, reference
shall be made to his habitual residence;

(e) neither the nationality of the parties nor the civil or
commercial character of the parties or of the contract shall be
taken into consideration.

Article 3

1 . This Convention shall apply only

(a) If, at the time of the conclusion of the contract, the places
of business of the parties to a contract of international sale of
goods are in Contracting States; or

(b) If the rules of private international law make the law of a
Contracting State applicable to the contract of sale.

2 . This Convention shall not apply when the parties have expressly
excluded its application.

Article 4

This Convention shall not apply to sales:

(a) of goods bought for personal, family or household use, unless
the seller, at any time before or at the conclusion of the contract,
neither knew nor ought to have known that the goods were bought for
any such use;

(e) a document on which direct enforcement or execution can be
obtained in accordance with the law of the place where such
enforcement or execution is sought;

(f) a bill of exchange, cheque or promissory note.

Article 6

1 . This Convention shall not apply to contracts in which the
preponderant part of the obligations of the seller consists in the
supply of labour or other services.

2 . Contracts for the supply of goods to be manufactured or
produced shall be considered to be sales, unless the party who
orders the goods undertakes to supply a substantial part of the
materials necessary for such manufacture or production.

Article 7

In the interpretation and application of the provisions of this
Convention, regard shall be had to its international character and
to the need to promote uniformity.

1 . Subject to the provisions of articles 10, 11 and 12 the
limitation period shall commence on the date on which the claim
accrues.

2 . The commencement of the limitation period shall not be
postponed by:

(a) a requirement that the party be given a notice as described in
paragraph 2 of article 1, or

(b) a provision in an arbitration agreement that no right shall
arise until an arbitration award has been made.

Article 10

1 . A claim arising from a breach of contract shall accrue on the
date on which such breach occurs.

2 . A claim arising from a defect or other lack of conformity shall
accrue on the date on which the goods are actually handed over to,
or their tender is refused by, the buyer.

3 . A claim based on fraud committed before or at the time of the
conclusion of the contract or during its performance shall accrue
on the date on which the fraud was or reasonably could have been
discovered.

Article 11

If the seller has given an express undertaking relating to the
goods which is stated to have effect for a certain period of time,
whether expressed in terms of a specific period of time or
otherwise, the limitation period in respect of any claim arising
from the undertaking shall commence on the date on which the buyer
notifies the seller of the fact on which the claim is based, but
not later than on the date of the expiration of the period of the
undertaking.

Article 12

1 . If, in circumstances provided for by the law applicable to the
contract, one party is entitled to declare the contract terminated
before the time for performance is due, and exercises this right,
the limitation period in respect of a claim based on any such
circumstances shall commence on the date on which the declaration
is made to the other party. If the contract is not declared to be
terminated before performance becomes due, the limitation period
shall commence on the date on which performance is due.

2 . The limitation period in respect of a claim arising out of a
breach by one party of a contract for the delivery of or payment
for goods by instalments shall, in relation to each separate
instalment, commence on the date on which the particular breach
occurs. If, under the law applicable to the contract, one party is
entitled to declare the contract terminated by reason of such
breach, and exercises this right, the limitation period in respect
of all relevant instalments shall commence on the date on which the
declaration is made to the other party.

The limitation period shall cease to run when the creditor performs
any act which, under the law of the court where the proceedings are
instituted, is recognized as commencing judicial proceedings
against the debtor or as asserting his claim in such proceedings
already instituted against the debtor, for the purpose of obtaining
satisfaction or recognition of his claim.

Article 14

1 . Where the parties have agreed to submit to arbitration, the
limitation period shall cease to run when either party commences
arbitral proceedings in the manner provided for in the arbitration
agreement or by the law applicable to such proceedings.

2 . In the absence of any such provision, arbitral proceedings
shall be deemed to commence on the date on which a request that the
claim in dispute be referred to arbitration is delivered at the
habitual residence or place of business of the other party or, if
he has no such residence or place of business, then at his last
known residence or place of business.

Article 15

In any legal proceedings other than those mentioned in articles 13
and 14, including legal proceeding commenced upon the occurrence
of:

(a) the death or incapacity of the debtor,

(b) the bankruptcy or any state of insolvency affecting the whole
of the property of the debtor, or

(c) the dissolution or liquidation of a corporation, company,
partnership, association or entity when it is the debtor.

The limitation period shall cease to run when the creditor asserts
his claim in such proceedings for the purpose of obtaining
satisfaction or recognition of the claim, subject to the law
governing the proceedings.

Article 16

For the purposes of articles 13, 14 and 15, any act performed by
way of counterclaim shall be deemed to have been performed on the
same date as the act performed in relation to the claim against
which the counterclaim is raised, provided that both the claim and
the counterclaim relate to the same contract or to several
contracts concluded in the course of the same transaction.

Article 17

1 . Where a claim has been asserted in legal proceedings within the
limitation period in accordance with article 13, 14, 15 or 16, but
such legal proceedings have ended without a decision binding on the
merits of the claim, the limitation period shall be deemed to have
continued to run.

2 . If, at the time such legal proceedings ended, the limitation
period has expired or has less than one year to run, the creditor
shall be entitled to a period of one year from the date on which
the legal proceedings ended.

Article 18

1 . Where legal proceedings have been commenced against one debtor,
the limitation period prescribed in this Convention shall cease to
run against any other party jointly and severally liable with the
debtor, provided that the creditor informs such party in writing
within that period that the proceedings have been commenced.

2 . Where legal proceedings have been commenced by a subpurchaser
against the buyer, the limitation period prescribed in this
Convention shall cease to run in relation to the buyer's claim over
against the seller, if the buyer informs the seller in writing
within that period that the proceedings have been commenced.

3 . Where the legal proceedings referred to in paragraphs 1 and 2
of this article have ended, the limitation period in respect of the
claim of the creditor or the buyer against the party jointly and
severally liable or against the seller shall be deemed not to have
ceased running by virtue of paragraphs 1 and 2 of this article, but
the creditor or the buyer shall be entitled to an additional year
from the date on which the legal proceedings ended, if at that time
the limitation period had expired or had less than one year to run.

Article 19

Where the creditor performs, in the State in which the debtor has
his place of business and before the expiration of the limitation
period, any act, other than the acts described in articles 13, 14,
15 and 16, which under the law of that State has the effect of
recommencing a limitation period, a new limitation period of four
years shall commence on the date prescribed by that law.

Article 20

1 . Where the debtor, before the expiration of the limitation
period, acknowledges in writing his obligation to the creditor, a
new limitation period of four years shall commence to run from the
date of such acknowledgement.

2 . Payment of interest or partial performance of an obligation by
the debtor shall have the same effect as an acknowledgement under
paragraph (1) of this article if it can reasonably be inferred from
such payment or performance that the debtor acknowledges that
obligation.

Article 21

Where, as a result of a circumstance which is beyond the control of
the creditor and which he could neither avoid nor overcome, the
creditor has been prevented from causing the limitation period to
cease to run, the limitation period shall be extended so as not to
expire before the expiration of one year from the date on which the
relevant circumstance ceased to exist.

1 . The limitation period cannot be modified or affected by any
declaration or agreement between the parties, except in the cases
provided for in paragraph (2) of this article.

2 . The debtor may at any time during the running of the limitation
period extend the period by a declaration in writing to the
creditor. This declaration may be renewed.

3 . The provisions of this article shall not affect the validity of
a clause in the contract of sale which stipulates that arbitral
proceedings shall be commenced within a shorter period of
limitation than that prescribed by this Convention, provided that
such clause is valid under the law applicable to the contract of
sale.

Notwithstanding the provisions of this Convention, a limitation
period shall in any event expire not later than 10 years from the
date on which it commenced to run under articles 9, 10, 11 and 12
of this Convention.

Expiration of the limitation period shall be taken into
consideration in any legal proceedings only if invoked by a party
to such proceedings.

Article 25

1 . Subject to the provisions of paragraph (2) of this article and
of article 24, no claim shall be recognized or enforced in any
legal proceedings commenced after the expiration of the limitation
period.

2 . Notwithstanding the expiration of the limitation period, one
party may rely on his claim as a defence or for the purpose of
set-off against a claim asserted by the other party, provided that
in the latter case this may only be done:

(a) if both claims relate to the same contract or to several
contracts concluded in the course of the same transaction; or

(b) if the claims could have been set-off at any time before the
expiration of the limitation period.

Article 26

Where the debtor performs his obligation after the expiration of
the limitation period, he shall not on that ground be entitled in
any way to claim restitution even if he did not know at the time
when he performed his obligation that the limitation period had
expired.

Article 27

The expiration of the limitation period with respect to a principal
debt shall have the same effect with respect to an obligation to
pay interest on that debt.

1 . The limitation period shall be calculated in such a way that it
shall expire at the end of the day which corresponds to the date on
which the period commenced to run. If there is no such
corresponding date, the period shall expire at the end of the last
day of the last month of the limitation period.

2 . The limitation period shall be calculated by reference to the
date of the place where the legal proceedings are instituted.

Article 29

Where the last day of the limitation period falls on an official
holiday or other dies non juridicus precluding the appropriate
legal action in the jurisdiction where the creditor institutes
legal proceedings or asserts a claim as envisaged in article 13, 14
or 15, the limitation period shall be extended so as not to expire
until the end of the first day following that official holiday or
dies non juridicus on which such proceedings could be instituted or
on which such a claim could be asserted in that jurisdiction.

The acts and circumstances referred to in articles 13 through 19
which have taken place in one Contracting State shall have effect
for the purposes of this Convention in another Contracting State,
provided that the creditor has taken all reasonable steps to ensure
that the debtor is informed of the relevant act or circumstances as
soon as possible.

1 . If a Contracting State has two or more territorial units in
which, according to its constitution, different systems of law are
applicable in relation to the matters dealt with in this
Convention, it may, at the time of signature, ratification or
accession, declare that this Convention shall extend to all its
territorial units or only to one or more of them, and may amend its
declaration by submitting another declaration at any time.

2 . These declarations shall be notified to the Secretary-General
of the United Nations and shall state expressly the territorial
units to which the Convention applies.

3 . If a Contracting State described in paragraph (1) of this
article makes no declaration at the time of signature, ratification
or accession, the Convention shall have effect within all
territorial units of that State.

4 . If, by virtue of a declaration under this article, this
Convention extends to one or more but not all of the territorial
units of a Contracting State, and if the place of business of a
party to a contract is located in that State; this place of
business shall, for the purposes of this Convention, be considered
not to be in a Contracting State unless it is in a territorial unit
to which the Convention extends.

Article 32

Where in this Convention reference is made to the law of a State in
which different systems of law apply, such reference shall be
construed to mean the law of the particular legal system concerned.

Article 33

Each Contracting State shall apply the provisions of this
Convention to contracts concluded on or after the date of the entry
into force of this Convention.

1 . Two or more Contracting States which have the same or closely
related legal rules on matters governed by this Convention may at
any time declare that the Convention shall not apply to contracts
of international sale of goods where the parties have their places
of business in those States. Such declarations may be made jointly
or by reciprocal unilateral declarations.

2 . A Contracting State which has the same or closely related legal
rules on matters governed by this Convention as one or more
non-Contracting States may at any time declare that the Convention
shall not apply to contracts of international sale of goods where
the parties have their places of business in these States.

3 . If a State which is the object of a declaration under paragraph
(2) of this article subsequently becomes a Contracting State, the
declaration made shall, as from the date on which this Convention
enters into force in respect of the new Contracting State, have the
effect of a declaration made under paragraph (1), provided that the
new Contracting State joins in such declaration or makes a
reciprocal unilateral declaration.

Article 35

A Contracting State may declare, at the time of the deposit of its
instrument of ratification or accession, that it will not apply the
provisions of this Convention to actions for annulment of the
contract.

Article 36

Any State may declare, at the time of the deposit of its instrument
of ratification or accession, that it shall not be compelled to
apply the provisions of article 24 of this Convention.

Article 37

This Convention shall not prevail over any international agreement
which has already been or may be entered into and which contains
provisions concerning the matters governed by this Convention,
provided that the seller and buyer have their places of business in
States parties to such agreement.

Article 38

1 . A Contracting State which is a party to an existing convention
relating to the international sale of goods may declare, at the
time of the deposit of its instrument of ratification or accession,
that it will apply this Convention exclusively to contracts of
international sale of goods as defined in such existing convention.

2 . Such declaration shall cease to be effective on the first day
of the month following the expiration of 12 months after a new
convention on the international sale of goods, concluded under the
auspices of the United Nations, shall have entered into force.

Article 39

No reservation other than those made in accordance with articles
34, 35, 36 and 38 shall be permitted.

Article 40

1 . Declaration made under this Convention shall be addressed to
the Secretary-General of the United Nations and shall take effect
simultaneously with the entry of this Convention into force in
respect of the State concerned, except declarations made
thereafter. The latter declarations shall take effect on the first
day of the month following the expiration of six months after the
date of their receipt by the Secretary-General of the United
Nations. Reciprocal unilateral declarations under article 34 shall
take effect on the first day of the month following the expiration
of six months after the receipt of the latest declaration by the
Secretary-General of the United Nations.

2 . Any State which has made a declaration under this Convention
may withdraw it at any time by a notification addressed to the
Secretary-General of the United Nations. Such withdrawal shall take
effect on the first day of the month following the expiration of
six months after the date of the receipt of the notification by the
Secretary-General of the United Nations. In the case of a
declaration made under article 34 of this Convention, such
withdrawal shall also render inoperative, as from the date on which
the withdrawal takes effect, any reciprocal declaration made by
another State under that article.

This Convention shall be open until 31 December 1975 for signature
by all States at the Headquarters of the United Nations.

Article 42

This Convention is subject to ratification. The instruments of
ratification shall be deposited with the Secretary-General of the
United Nations.

Article 43

This Convention shall remain open for accession by any State. The
instruments of accession shall be deposited with the
Secretary-General of the United States.

Article 44

1 . This Convention shall enter into force on the first day of the
month following the expiration of six months after the date of the
deposit of the tenth instrument of ratification or accession.

2 . For each State ratifying or acceding to this Convention after
the deposit of the tenth instrument of ratification or accession,
this Convention shall enter into force on the first day of the
month following the expiration of six months after the date of the
deposit of its instrument of ratification of accession.

Article 45

1 . Any Contracting State may denounce this Convention by notifying
the Secretary-General of the United Nations to that effect.

2 . The denunciation shall take effect on the first day of the
month following the expiration of 12 months after receipt of the
notification by the Secretary-General of the United Nations.

Article 46

The original of this Convention, of which the Chinese, English,
French, Russian and Spanish texts are equally authentic, shall be
deposited with the Secretary-General of the United Nations.

Final Provisions (of the Amending Protocol)

Article 47

The Secretary-General of the United Nations is hereby designated as
the depositary for this Protocol.

Article 48

1 . This Protocol shall be open for accession by all States.

2 . Accession to this Protocol by any State which is not a
Contracting Party to the 1974 Limitation Convention shall have the
effect of accession to that Convention as amended by this Protocol,
subject to the provisions of article XI.

3 . Instruments of accession shall be deposited with the
Secretary-General of the United Nations.

Article 49

1 . This Protocol shall enter into force on the first day of the
sixth month following the deposit of the second instrument of
accession, provided that on that date:

(a) The 1974 Limitation Convention is itself in force; and

(b) The 1980 Sales Convention is also in force.

If these Conventions are not both in force on that date, this
Protocol shall enter into force on the first day on which both
Conventions are in force.

2 . For each State acceding to this Protocol after the second
instrument of accession has been deposited, this Protocol shall
enter into force on the first day of the sixth month following the
deposit of its instrument of accession, if by that date the
Protocol is itself in force. If by that date the Protocol itself is
not yet in force, the Protocol shall enter into force for the State
on the date the Protocol itself enters into force.

Article 50

If a State ratifies or accedes to the 1974 Limitation Convention
after the entry into force of this Protocol, the ratification or
accession shall also constitute an accession to this Protocol if
the State notifies the depositary accordingly.

Article 51

Any State which becomes a Contracting Party to the 1974 Limitation
Convention, as amended by this Protocol, by virtue of articles 8, 9
or 10 of this Protocol shall, unless it notifies the depositary to
the contrary, be considered to be also a Contracting Party to the
Convention, unamended, in relation to any Contracting Party to the
Convention not yet a Contracting Party to this Protocol.

Article 52

Any State may declare at the time of the deposit of its instrument
of accession or its notification under article 10 that it will not
be bound by article 1 of the Protocol. A declaration made under
this article shall be in writing and be formally notified to the
depositary.

Article 53

1 . A Contracting State may denounce this Protocol by notifying the
depositary to that effect.

2 . The denunciation shall take effect on the first day of the
month following the expiration of twelve months after receipt of
the notification by the depositary.

3 . Any Contracting State in respect of which this Protocol ceases
to have effect by the application of paragraphs (1) and (2) of this
article shall remain a Contracting Party to the 1974 Limitation
Convention, unamended,unless it denounces the unamended Convention
in accordance with article 45 of that Convention.

Article 54

1 . The depositary shall transmit certified true copies of this
Protocol to all States.

2 . When this Protocol enters into force in accordance with article
9, the depositary shall prepare a text of the 1974 Limitation
Convention, as amended by this Protocol, and shall transmit
certified true copies to all States Parties to that Convention, as
amended by this Protocol.

Done at Vienna, this day of 11 April 1980, in a single original, of
which the Arabic, Chinese, English, French, Russian and Spanish
texts are equally authentic.